Subcontract by and between
COMPANY NAME
and the
NORTHERN ILLINOIS UNIVERSITY
This Subcontract is entered into by and between COMPANY NAME, hereafter referred to as
(COMPANY NAME), having a principal place of business at -------------------- Street, -----------------------------------------------, and the Board of Trustees of Northern Illinois University,
hereafter referred to as (Subcontractor), having a principal place of business at Division of
Research and Graduate Studies, Office of Sponsored Projects, Lowden Hall 305, DeKalb IL
60115.
WHEREAS, the (fed prime agency), hereafter referred to as (---), has awarded a contract,
number (---------------------------), hereafter referred to as (Prime Agreement), to COMPANY NAME
in support of the STTR project entitled; “--------------------------------------.”
WHEREAS, COMPANY NAME under the Prime Agreement has all the necessary approvals
and authority to enter into this Subcontract for a portion of the work to be conducted by
Northern Illinois University.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, COMPANY NAME and Subcontractor agree to the following:
Schedule
Article 1
Incorporation of Applicable Provisions
This Subcontract sets forth the terms and conditions under which COMPANY NAME and
Subcontractor,hereafter referred to as the (Parties), will engage to accomplish the work set forth
by the Prime Agreement and consists of the following:
The Subcontract Agreement
Attachment 1 – Statement of Work
Attachment 2 – Allocation of Rights Agreement
Attachment 3 – Prime Agreement
The Prime Agreement is modified to the extent where applicable as follows: "Contract" shall
mean, "Subcontract"; "Contractor" shall mean "Subcontractor"; "Contracting Officer" shall mean
"COMPANY NAME Authorized Official"; "Government" shall mean "COMPANY NAME".
Article 2
Statement of Work
The parties agree to engage in a collaborative research effort as necessary to accomplish the
work as set forth in the (________________) Phase I research proposal entitled, “-----------------------------------------------“, with Northern Illinois University’s particular scope work incorporated hereto
as Attachment 1.
Article 3
Period of Performance
In accordance with the Prime Agreement this Subcontract is effective --------------- through --------------------------, unless extended or otherwise modified in writing by COMPANY NAME.
Article 4
Compensation and Payment
a) Fixed Fee:
$___________
b) Payment: COMPANY agrees to pay UF said fixed fee amount in full upon full
execution of this Agreement and receipt of University invoice. Payment shall be made to
Northern Illinois University and remitted to the following address:
Linda Blair, Director
Northern Illinois University
Grants Fiscal Administration
DeKalb, IL 60115
Ref OSP #:
Article 5
Prior Approvals
Requests made by the Subcontractor for cost or other administrative prior approvals, required
by the provisions set forth by this Subcontract should be signed by both the Subcontractor's
Principal Investigator and Subcontractor’s Authorized Representative, and be delivered to the
COMPANY NAME Administrative Officer, who will initiate the appropriate action required of
the situation.
Article 6
Subcontractor's Key Personnel
The following individual is the named Subcontractor's Principal Investigator and is considered
to be essential to the work being performed hereunder, and will have the responsibility of
monitoring the technical, scientific, and programmatic aspects of this Subcontract.
Professor ------------------Northern Illinois University
Department of
----------------------------- ---------E-mail: ---------------In the event of a need for a substitution or replacement of the above named individual, the
Subcontractor must obtain written approval of COMPANY NAME prior to appointing such
substitute or replacement.
Article 7
Technical Reporting Requirements
Subcontractor agrees to assist and/or render any reports and information that may be requested
by COMPANY NAME that would be needed to allow COMPANY NAME to meet its reporting
requirements under the Prime Agreement.
Article 8
Confidentiality/Publications
Refer to Section 5 of Attachment 2.
Article 9
Intellectual Property
Allocation of rights between the Parties to Intellectual Property relating to this STTR project
are set forth in Attachment 2.
Article 10
Notices
Notices required in connection with the performance of this Subcontract shall be deemed
properly delivered by sending such notices to the respective Administrative Officer of the
Party.
Subcontractor:
Northern Illinois University
Office of Sponsored Projects
Attn: Kristin Duffy
CIR Coordinator
DeKalb, IL 60115
Phone (815) 753 -9275
Fax (815) 753-1631
kduffy@niu.edu
COMPANY NAME:
Article 11
Termination
This Subcontract may be suspended or terminated at any time by either party upon written
notification to the other parties’ administrative officer.
In the event that either party shall be in breach, violation or default of any of its obligations
under this Subcontract and shall fail to remedy such default within ten days (10) after receipt
of written notice thereof, the party not in default (reserving cumulatively all other remedies
and rights under this Subcontract and at law and in equity) shall have the option of
terminating this Subcontract upon written notice thereof.
Upon any termination action, Subcontractor shall within thirty (30) days of the termination
date, submit to COMPANY NAME a final invoice. COMPANY NAME shall reimburse
Subcontractor for all allowable non-cancelable costs and commitments incurred in the
performance of this Subcontract to date of termination, such reimbursement shall not exceed
the total amount set forth by Article 4.
Termination or suspension of this Subcontract shall not affect the rights and obligations of the
parties accrued prior to termination.
Article 12
Liability
Each party hereby assumes any and all risk of personal injury and property damage
attributable to the negligent acts or omissions of that party and the officers, employees and
agents thereof.
Article 13
Access to Records
During normal business hours and upon reasonable notice Subcontractor will allow COMPANY
NAME, -----------------------------, the Comptroller General of the United States, or any of their
duly authorized representative's access to any Subcontractor books, documents, papers and
records which are directly pertinent to the performance of this Subcontract for the purposes of
making audits, examinations, excerpts and transcriptions.
Article 14
Audit
Subcontractor is subject to OMB Circular A-133, "Audits of Institutions of Higher Education and
Other Nonprofit Organizations" and agrees to comply with such audit requirements.
Article 15
Compliance with Law
The parties shall comply with all applicable federal, state, local laws and regulations and
nothing in this Subcontract shall be construed to require either party to violate such provisions
of law or subject either party to liability for adhering to such provisions of law.
Article 16
Independent Contractor
For the purpose of this Subcontract, the parties shall be, and shall be deemed to be,
independent contractors and not agents or employees of the other party. Neither party shall
have the authority to make statements, representations or commitments of any kind, or to take
action which shall be binding on the other party, except as may be explicitly provided for
herein or otherwise authorized in writing.
Article 78
Modifications
Any changes or modifications to this Subcontract shall be accomplished by amendment to this
Subcontract, fully executed by the authorized organizational representatives of each party.
Article 18
Entire Agreement
This Subcontract with its attachments and references constitutes the entire agreement
between the parties and supersedes and replaces any and all previous understandings,
commitments, or agreements, whether oral or written, relating to the performance of this
Subcontract.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their
duly authorized representatives;
COMPANY NAME
Northern Illinois University
____________________________________
__________________________________
Signature
Signature
____________________________________
Title
__________________________________
Title
____________________________________
Date
__________________________________
Date